Common use of DWAC ELIGIBLE Clause in Contracts

DWAC ELIGIBLE. The Company specifically covenants that, as of February 14, 2015 and at all times thereafter until the Note is repaid in full, all DWAC Eligible Conditions will be satisfied. The Company shall notify the Buyer in writing if the Company at any time while the Holder holds Securities becomes aware of any plans of the Transfer Agent to voluntarily or involuntarily terminate its participation in the DTC/FAST Program. While Holder holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates in the DTC/FAST Program, and the Company shall not appoint any transfer agent which does not participate in the DTC/FAST Program. Nevertheless, if at any time the Company receives a Conversion Notice and all DWAC Eligible Conditions are not then satisfied (including without limitation because the Transfer Agent is not then participating in the DTC/FAST Program or the Conversion Shares are not otherwise transferable via the DWAC system), then the Company shall instruct the Transfer Agent to immediately issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Holder and consistent with the terms and conditions of the Transaction Documents.

DWAC ELIGIBLE. The Company specifically covenants that, as of February 14, 2015 and at all times thereafter until shall attempt to continue to satisfy the Note is repaid in full, all DWAC Eligible Conditions will be satisfied(as defined below). The After such date, the Company shall notify the Buyer Purchaser in writing if the Company at any time while the Holder Purchaser holds Securities becomes aware of any plans of the Company’s transfer agent (the (“Transfer Agent Agent”) to voluntarily or involuntarily terminate its participation in the DTC/FAST Program. While Holder Purchaser holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates in the DTC/FAST Program, and the Company shall not appoint any transfer agent which does not participate in the DTC/FAST Program. Nevertheless, if at any time the Company receives a Conversion Notice and all DWAC Eligible Conditions are not then satisfied (including without limitation because the Transfer Agent is not then participating in the DTC/FAST Program or the Conversion Shares are not otherwise transferable via the DWAC system), then the Company shall instruct the Transfer Agent to immediately issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Holder Purchaser and consistent with the terms and conditions of the Transaction Documents, the rules of its principal market, and federal securities laws.